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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X in Re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No

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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ------X in Re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No Case 20-13076-BLS Doc 493 Filed 02/24/21 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x In re: : Chapter 11 : FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS) et al.,1 : Debtors. : Jointly Administered : : Re: D.I. 384 ------------------------------------------------------------ x NOTICE OF BUYER’S DESIGNATION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES AS ASSUMED CONTRACTS, RETAINED CONTRACTS, AND REJECTED CONTRACTS AS OF CLOSING DATE OF SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS PLEASE TAKE NOTICE that, on January 22, 2021, the United States Bankruptcy Court for the District of Delaware entered the Order (A) Approving the Purchase Agreement; (B) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (D) Granting Related Relief [D.I. 384] (the “Sale Order”),2 which, among other things, authorized Francesca’s Holdings Corporation and its affiliated debtors and debtors in possession (collectively, the “Debtors”) to consummate the Sale to Buyer pursuant to the terms of the Purchase Agreement. PLEASE TAKE FURTHER NOTICE that the closing of the transactions contemplated by the Purchase Agreement occurred on January 30, 2021 (the “Closing”). 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080. 2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to them in the Sale Order. RLF1 24839080v.1 Case 20-13076-BLS Doc 493 Filed 02/24/21 Page 2 of 4 PLEASE TAKE FURTHER NOTICE that, pursuant to the Purchase Agreement, Acquisition Buyer delivered notice to the Debtors and designated each executory contract or unexpired lease on the Contract Schedule as a “Retained Contract” or a “Rejected Contract.” PLEASE TAKE FURTHER NOTICE that Acquisition Buyer did not designate any executory contract or unexpired lease as an “Assumed Contract” as of the Closing. PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit A-1 and Exhibit A-2, are a list of the executory contracts and unexpired personal property leases and a list of unexpired real property leases, respectively, designated by Acquisition Buyer as “Retained Contracts” as of the Closing, which Retained Contracts are being retained by the Debtors in accordance with the Sale Order and the Purchase Agreement during the Retained Contracts Period, if not previously assumed and assigned or rejected, until Acquisition Buyer designates such Retained Contracts (a) for assumption and assignment to Acquisition Buyer or its designee by providing written notice to Sellers pursuant to Section 1.5(a) of the Purchase Agreement during the Retained Contracts Period or (b) for rejection by providing written notice to Sellers pursuant to Section 1.5(a) of the Purchase Agreement during the Retained Contracts Period, or the Retained Contracts Period (as may be extended in accordance with the Purchase Agreement) expires.3 PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit B, is a list of the executory contracts and unexpired leases initially designated by Acquisition Buyer as “Retained Contracts” as of the Closing that Acquisition Buyer has now designated as “Assumed Contracts” as set forth in the First Notice of Assumption of Certain Executory Contracts and Unexpired Leases [D.I. 470]. 3 The presence of a contract or lease listed on Exhibit A-1 or Exhibit A-2 attached hereto does not constitute an admission that such contract or lease is an executory contract or unexpired lease or that such contract or lease will be assumed and assigned to Acquisition Buyer. The Debtors reserve all of their rights, claims, and causes of action with respect to the contracts and leases listed on Exhibit A-1 or Exhibit A-2. 2 RLF1 24839080v.1 Case 20-13076-BLS Doc 493 Filed 02/24/21 Page 3 of 4 PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit C, is a list of the unexpired leases initially designated by Acquisition Buyer as “Retained Contracts” as of the Closing that Acquisition Buyer has now designated as “Rejected Contracts” and the Debtors have sought to reject in accordance with section 365 of the Bankruptcy Code pursuant to the Notice of Rejection of Certain Unexpired Leases of Nonresidential Real Property and Abandonment of Personal Property in Connection Therewith [D.I. 466]. PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit D-1 and Exhibit D-2, are a list of unexpired real property leases and a list of executory contracts and unexpired personal property leases, respectively, designated by Acquisition Buyer as “Rejected Contracts” as of the Closing, which the Debtors have rejected or will reject in accordance with section 365 of the Bankruptcy Code and prior orders of the Court [D.I. 468 and 472]. PLEASE TAKE FURTHER NOTICE that copies of the Sale Order, the Purchase Agreement, and other relevant documents may be obtained free of charge by visiting the Debtors’ case website: https://cases.stretto.com/francescas. [Remainder of page intentionally left blank.] 3 RLF1 24839080v.1 Case 20-13076-BLS Doc 493 Filed 02/24/21 Page 4 of 4 Dated: February 24, 2021 Wilmington, Delaware /s/ Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Jason M. Madron (No. 4431) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 - and - O’MELVENY & MYERS LLP Maria DiConza (admitted pro hac vice) Joseph Zujkowski (admitted pro hac vice) Diana M. Perez (admitted pro hac vice) Times Square Tower Seven Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061 Attorneys for the Debtors and Debtors in Possession 4 RLF1 24839080v.1 Case 20-13076-BLS Doc 493-1 Filed 02/24/21 Page 1 of 23 Exhibit A-1 Exhibit A -1 Executory Contracts DATE OF # CONTRACT COUNTERPARTY DESCRIPTION CONTRACT Mutual Non-Disclosure and 1 A&G Real Estate Partners 2/5/2020 Confidentiality Agreement Statement of Work for Professional 2 Acquia Inc. (Mapp Integration) 12/29/2016 Services 3 Aetna - Medical, Dental 4 Afterpay US, Inc. 11/8/2018 Merchant Agreement 5 AgilOne, Inc. 11/14/2018 Service Agreement Amendment Mutual Non-Disclosure and 6 AgilOne, Inc. 7/8/2016 Confidentiality Agreement 7 AgilOne, Inc. 11/14/2018 Service Agreement Amendment 8 Alight Advocacy 9 American Ice Machines 2/1/2019 Lease Agreement 10 Associated Footwear 11/28/2018 Letter of Agreement Mutual Non-Disclosure and 11 Associated Footwear 10/28/2018 Confidentiality Agreement 12 AT&T Corp. 9/9/2016 Master Agreement Addendum to the Comprehensive 13 AT&T Corp. 9/13/2016 Service Order Attachment 14 AT&T Mobility Services, LLC 5/1/2018 Release and Settlement Agreement 15 Avalara 7/16/2013 Addendum to Terms 16 Avalara 5/6/2016 Addendum to Terms and Conditions 17 Avalara 5/31/2018 Signed Quote and Addendum 18 Avalara 9/22/2017 Sale Terms and Conditions 19 Avalara 8/5/2013 Tax Service Agreement Avalon Risk Management Insurance 20 Agency, LLC 9/24/2020 Collateral Policy Agreement Sage ERP Solution - Project for 21 BCS ProSoft (Sage) 6/19/2008 Francesca's Collection 22 Bell Consulting 6/19/2019 Consulting Agreement 23 BrightEdge Technologies, Inc. 12/12/2019 Master Subscription Agreement eCommerce Email Service Order - 24 MarketLive, Inc. (Bronto) 05/31/17 Renewal eCommerce Email Service Order - 25 MarketLive, Inc. (Bronto) 11/20/2017 Renewal eCommerce Email Service Order - 26 MarketLive, Inc. (Bronto) 12/06/2018 Renewal eCommerce Email Service Order - 27 MarketLive, Inc. (Bronto) 06/06/2016 Renewal 28 MarketLive, Inc. (Bronto) 6/25/2015 Extension and Renewal Fourth Amendment - Agreement 29 MarketLive, Inc. (Bronto) 06/16/2017 Extension Third Amendment - Agreement 30 MarketLive, Inc. (Bronto) 06/08/2016 Extension 5 RLF1 24839080v.1 Case 20-13076-BLS Doc 493-1 Filed 02/24/21 Page 2 of 23 Exhibit A-1 Mutual Non-Disclosure and 31 Bunzl Retail Services, LLC 5/10/2018 Confidentiality Agreement Master Supply Chain Goods and Service 32 Bunzl Retail Services, LLC 6/18/2019 Agreement Master Supply Chain Goods and Service 33 Bunzl Retail Services, LLC 2/1/2019 Agreement Cable/Fiber Commercial Service Right 34 CenturyLink 7/27/2020 of Entry Amendment 1 to the Statement of Work Between Francesca's Services 35 Corporation and ChannelAdvisor ChannelAdvisor Corporation 6/29/2019 Corporation 36 ChannelAdvisor Corporation 6/29/2018 Master Services Agreement 37 ChannelAdvisor Corporation 6/29/2018 Statement of Work 38 Color Reflections 12/7/2018 Master Services Agreement Columbus Consulting International 39 LLC 9/28/2018 Data Security Appendix Columbus Consulting International 40 LLC 8/10/2012 Master Services Agreement 41 Curalate, Inc. 11/26/2014 Master Service and License Agreement 42 Curalate, Inc. 2/2/2018 Order Form 43 Cyber Group, Inc. 6/2/2017 Master Services Agreement 44 Cyber Group, Inc. 9/17/2019 Statement of Work 45 CyrusOne 7/13/2015 CyrusOne LLC 46 Daptiv Solutions, LLC 3/8/2018 Subscription Services Agreement 47 DBI (Discovery) 1/1/2018 Administrative Services Agreements 48 DBI (Discovery) 6/1/2019 Administrative Services Agreements 49 Discovery Benefits - FSA, HSA 50 DS Waters of America, Inc. 3/15/2013 Service Agreement NOVA Information Systems, Inc. 51 (Elavon) 07/05/2008 Custom Final Terms of Service 52 Elite SEM, Inc. 5/15/2016 Master Services Agreement 53 EyeMed - Vision Master Services Agreement General 54 Fiberlight - Terms and Conditions Fidelity Investments Retirement Plan 55 Fidelity Investments 2/6/2013 Service Agreement 56 Five Star Food Services, Inc.
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